As filed with the Securities and Exchange Commission on February 7, 2000
Registration No. 2-63270
File No. 811-6146
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 32 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 34 [X]
BAILARD, BIEHL & KAISER INTERNATIONAL FUND GROUP, INC.
(Exact name of registrant as specified in charter)
950 Tower Lane, Suite 1900
Foster City, California 94404-2131
(Address of principal executive offices)
Registrant's telephone number, including area code: (800) 882-8383
PETER M. HILL, Chairman
BAILARD, BIEHL & KAISER INTERNATIONAL FUND GROUP, INC.
950 Tower Lane, Suite 1900
Foster City, California 94404-2131
(Name and address of agent for service of process)
Copies to:
ANDRE W. BREWSTER, ESQ.
HOWARD, RICE, NEMEROVSKI, CANADY, FALK & RABKIN, A PROFESSIONAL CORPORATION
Three Embarcadero Center, 7th Floor
San Francisco, CA 94111-4065
Approximate date of proposed public offering: As soon as practicable after the
effective date of this registration statement.
It is proposed that this filing will become effective (check appropriate
box):
[X] Immediately upon filing pursuant to paragraph (b)
[ ] On _________, pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On __________, pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On __________, pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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<PAGE>
As filed with the Securities and Exchange Commission on February 7, 2000
Registration No. 2-63270
File No. 811-6146
================================================================================
Part A
of
Form N-1A
REGISTRATION STATEMENT
BAILARD, BIEHL & KAISER INTERNATIONAL FUND GROUP, INC.
================================================================================
<PAGE>
Part A
The Bailiard Biehl & Kaiser International Bond Fund and Bailiard Biehl & Kaiser
International Equity Fund Prospectus dated January 27, 2000 filed under
Post-Effective Amendment No. 31 on November 24, 1999 is incorporated herein by
reference in its entirety.
1
<PAGE>
As filed with the Securities and Exchange Commission on February 7, 2000
Registration No. 2-63270
File No. 811-6146
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Part B
of
Form N-1A
REGISTRATION STATEMENT
BAILARD, BIEHL & KAISER INTERNATIONAL FUND GROUP, INC.
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<PAGE>
Part B
The Bailiard Biehl & Kaiser International Bond Fund and Bailiard Biehl & Kaiser
International Equity Fund Statement of Additional Information dated January 27,
2000 filed under Post-Effective Amendment No. 31 on November 24, 1999 is
incorporated herein by reference in its entirety
B-1
<PAGE>
As filed with the Securities and Exchange Commission on February 7, 2000
Registration No. 2-63270
File No. 811-6146
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Part C
of
Form N-1A
REGISTRATION STATEMENT
BAILARD, BIEHL & KAISER INTERNATIONAL FUND GROUP, INC.
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<PAGE>
PART C
OTHER INFORMATION
Item 23. EXHIBITS.
1 Articles of Incorporation of Registrant (incorporated by reference to
Exhibit No. 1 of Post-Effective Amendment No. 29, dated June 29,
1998).
2 By-laws of Registrant (incorporated by reference to Exhibit No. 2 of
Post-Effective Amendment No. 29, dated June 29, 1998).
3 Inapplicable.
4 Investment Management Agreement between Registrant and Bailard, Biehl
& Kaiser, Inc. dated as of October 1, 1993 (incorporated by reference
to Exhibit No. 5 of Post-Effective Amendment No. 29, dated June 29,
1998)
5 Distribution Agreement between Registrant and BB&K Fund Services, Inc.
dated as of October 1, 1993 (incorporated by reference to Exhibit No.
6 of Post-Effective Amendment No. 29, dated June 29, 1998)
6 Not applicable.
7.1 Custodian Agreement between Registrant and Brown Brothers Harriman &
Co., dated June 12, 1990, as amended December 22, 1995 and June 15,
1998.
7.2 Foreign Custody Manager Delegation Agreement between Registrant and
Brown Brothers Harriman & Co., dated as of June 15, 1998.Custodian
Agreement by and between Registrant and Brown Brothers Harriman & Co.,
dated as of September 24, 1990, as amended December 22, 1995 and June
15, 1998.
8 Administration Agreement between Registrant and Investment Company
Administration Corporation, dated October 1, 1993, as amended July 1,
1995 (incorporated by reference to Exhibit 9 of Post-Effective
Amendment No. 29 to Registrant's Form N-1A Registration Statement
dated June 29, 1998.)
9.1 Opinion and Consent of Orrick, Herrington & Sutcliffe (incorporated by
reference to Exhibit 10.1 of Post-Effective Amendment No. 14, dated
July 26, 1990).
9.2 Opinion and Consent of Piper & Marbury (incorporated by reference to
Exhibit 10.2 of Post-Effective Amendment No. 14, dated July 26, 1990)
10 Consent of Independent Accountants - File herewith.
11 Not applicable.
12 Copies of investment letters provided in connection with the shares
issued to raise initial capital (incorporated by reference to Exhibit
13 of Pre-Effective Amendment No. 2 to Registrant's Form N-1
Registration Statement).
13 Inapplicable.
14 Inapplicable. [No longer required].
15 Inapplicable.
C-1
<PAGE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant's organization has been sponsored by Bailard, Biehl &
Kaiser,Inc. (the "Adviser"), a California corporation and a wholly owned
subsidiary of BB&K Holdings, Inc., a California corporation ("Holdings"). Peter
M. Hill, Burnice E. Sparks, Jr., Janis M. Horne, Barbara V. Bailey, and Sofi
Kyriakidis,who are Directors and/or officers of Registrant, are also Directors
and/or officers of the Adviser and/or BB&K Fund Services, Inc. (the
"Distributor"), a California corporation and a wholly owned subsidiary of
Holdings. Mr. Hill, Mr. Sparks, Ms. Bailey and Ms. Horne are also each
shareholders of Holdings. Registrant's shares are offered to investment advisory
or counseling clients and employees (including officers and relatives of
employees and officers) and Directors of the Adviser. As a result, Holdings, the
Adviser and/or the Distributor may be deemed to be directly or indirectly under
common control with Registrant.
Mr. Sparks, Ms. Bailey, Ms. Horne and Ms. Kyriakidis, who are officers
and/or Directors of Registrant, are also officers and/or Directors of Bailard,
Biehl & Kaiser Fund Group, a Massachusetts business trust and registered
investment company (the "Fund Group"). Shirley L. Clayton, Scott F. Wilson and
James C. Van Horne, Directors of Registrant, are also Trustees of the Fund
Group. The Adviser serves as the investment adviser to the Fund Group and the
Distributor as the distributor of the Fund Group. As a result, the Fund Group
may be deemed to be directly or indirectly under common control with Registrant.
ITEM 25. INDEMNIFICATION
Registrant participates in a policy of insurance that insures the Fund and
its directors, officers and employees against any liability arising by reason of
any actual or alleged breach of duty, neglect, error, misstatement, misleading
statement or other act or omission within the scope of their duties.
The By-laws of Registrant provide for indemnification of Registrant's
directors, officers, employees and agents under certain circumstances as
permitted by Section 2-418 of the Maryland General Corporation Law, and such
provisions may be sufficiently broad to permit indemnification for liabilities
arising under the Securities Act of 1933 (the "1933 Act") and the Investment
Company Act of 1940, but only to the extent permitted under Section 17(h) of the
1940 Act.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted for directors, officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification by Registrant is against public policy, as expressed in the 1933
Act, and therefore may be unenforceable. In the event that a claim for such
indemnification (except insofar as it provides for the payment by Registrant of
expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted against
Registrant by such director, officer or controlling person and the Securities
and Exchange Commission is still of the same opinion, Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
C-2
<PAGE>
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The principal business of the Adviser is investment management, and the
principal business address of the Adviser and each of its officers and Directors
is 950 Tower Lane, Suite 1900, Foster City, California 94404. Set forth below is
a list of each other business, profession, vocation or employment of a
substantial nature during the past two fiscal years of each Director and officer
of the Adviser who is a Director or officer of Registrant:
<TABLE>
<CAPTION>
Position(s) Held Other
Name with the Adviser Employment
- ---- ---------------- ----------
<S> <C> <C>
Peter M. Hill Chief Investment Officer and Director of the Distributor;
Director Chairman of Registrant
Burnice E. Sparks, Jr. President and Director Chief Executive Officer and Director
of the Distributor; President of the
Fund Group; President and Director
of Registrant
Barbara V. Bailey Senior Vice President and Senior Vice President and Treasurer
Treasurer/Secretary of Holdings; Secretary of the
Distributor; Treasurer of Registrant
and the Fund Group; Treasurer and
Secretary of Bailard, Biehl & Kaiser REIT
Janis M. Horne Senior Vice President and Secretary and Chief Compliance Officer
Chief Compliance Officer of the Fund Group and Registrant
</TABLE>
For additional information as to any other business, profession, vocation
or employment of a substantial nature of Bailard, Biehl & Kaiser, its Directors
and officers, reference is made to Part B of this Registration Statement and to
Form ADV, as amended on June 22, 1998, filed under the Investment Advisers Act
of 1940 by Bailard, Biehl & Kaiser, SEC File No. 801-8562.
ITEM 27. PRINCIPAL UNDERWRITERS
The Distributor, located at 950 Tower Lane, Suite 1900, Foster City,
California 94404, is the principal underwriter for the Registrant and for the
Fund Group. Certain information with respect to the officers and Directors of
the Distributor is set forth below. The principal business address of each such
person is 950 Tower Lane, Suite 1900, Foster City, California, 94404.
C-3
<PAGE>
<TABLE>
<CAPTION>
Position(s) With Other
Name the Distributor Employment
- ---- --------------- ----------
<S> <C> <C>
Thomas E. Bailard Chairman of the Board Chairman of the Board and Chief Executive
Officer of Holdings; Chairman of the Board
and Chief Executive Officer of the Adviser;
Chairman of the Board and Trustee of
the Fund Group; Chairman of
Bailard, Biehl & Kaiser REIT.
Peter M. Hill Director Director, Chief Investment Officer of the
Adviser; Chairman of the Board of Registrant
Burnice E. Sparks, Jr. Chief Executive Officer Director and President of the Adviser;
and Director President of the Fund Group; President
and Director of Registrant
Sofi Kyriakidis Treasurer Employee of the Adviser since November 1995,
most recently as Vice President. Assistant
Treasurer and Assistant Secretary of the Fund
Group since September 1996. Assistant Treasurer
of Bailard, Biehl & Kaiser REIT since June 1996.
Correspondence Specialist at Franklin Resources,
Inc. from July 1994 to May 1995.
Barbara V. Bailey Secretary Senior Vice President and Treasurer/Secretary
of the Adviser; Senior Vice President and
Treasurer of Holdings; Treasurer of the Fund
Group and Registrant; Treasurer and
Secretary of Bailard, Biehl & Kaiser REIT.
</TABLE>
C-4
<PAGE>
Item 28. Location of Accounts and Records.
Name and Address of Persons Records, Books and
Maintaining Physical Possession Accounts Required by:
- ------------------------------- ---------------------
Brown Brothers Harriman & Co. Rule 31a-1(b)(1), (2)(i-iii),
40 Water Street (3), (8), (9)
Boston, MA 02109
Bailard, Biehl & Kaiser
International Fund Group, Inc. Rule 31a-1(b)(4), (5),
950 Tower Lane, Suite 1900 (6), (7), (10), (11)
Foster City, CA 94404
Chase Global Funds Services Company Rule 31a-1(b)(2)(iv)
73 Tremont St.
Boston, MA 02108-3913
Item 29. MANAGEMENT SERVICES.
Not applicable.
Item 30. UNDERTAKINGS.
Registrant undertakes to call a stockholders meeting, if requested to do so
by the holders of at least 10% of Registrant's outstanding shares, for the
purpose of voting upon the question of removal of a director or directors and to
assist in communications with other stockholders as required by Section 16(c) of
the 1940 Act.
Registrant undertakes to furnish each person to whom a Prospectus is
delivered with a copy of Registrant's latest annual report to stockholders, upon
request and without charge.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets the
requirements for effectiveness of the Amendment under Rule 485(b) of the
Securities Act of 1933 and that the Registrant has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Foster City, State of California, on the 27th
day of January, 2000.
BAILARD, BIEHL & KAISER FUND GROUP
By: /s/ Peter M. Hill
------------------------------------
Peter M. Hill
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Peter M. Hill Chairman and Director January 27, 2000
- -------------------------
Peter M. Hill(1)
/s/ Burnice E. Sparks, Jr. President and Director January 27, 2000
- -------------------------
Burnice E. Sparks, Jr.
/s/ Barbara V. Bailey Treasurer January 27, 2000
- -------------------------
Barbara V. Bailey(2)
/s/ Shirley L. Clayton Director January 27, 2000
- -------------------------
Shirley L. Clayton
/s/ Scott F. Wilson Director January 27, 2000
- -------------------------
Scott F. Wilson
/s/ James C. Van Horne Director January 27, 2000
- -------------------------
James C. Van Horne
- ----------
(1) Principal Executive Officer
(2) Principal Financial Officer
C-6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this Post-Effective
Amendment No. 32 to the registration statement on Form N1-A (the "Registration
Statement") of our reports dated November 18, 1999, relating to the financial
statements and financial highlights appearing in the September 30, 1999 Annual
Reports to Stockholders of Bailard, Biehl & Kaiser International Equity Fund and
Bailard, Biehl & Kaiser International Bond Fund, portions of which are
incorporated by reference in the Registration Statement. We also consent to the
references to us under the headings "Financial Highlights" and "Experts" in the
Prospectuses.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
San Francisco, California
February 3, 2000
